Eagle Bancorp Inc - Current report filing (8-K)
July 16 2008 - 5:20PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
July 15,
2008
Eagle Bancorp, Inc.
(Exact name of registrant as specified in its
charter)
Maryland
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0-25923
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52-2061461
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(State or other jurisdiction
of incorporation)
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(Commission file number)
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(IRS Employer
Number)
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7815 Woodmont Avenue, Bethesda, Maryland 20814
(Address
of Principal Executive Offices) (Zip Code)
Registrants
telephone number, including area code:
301.986.1800
Check the appropriate box below
if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (See General
Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
5.03 Amendments to the
Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 15 2008, Eagle
Bancorp, Inc. (the Company) filed articles of amendment to the Companys
Articles of Incorporation, increasing the number of authorized shares of common
stock from 20 million to 50 million. The
amendment was approved by the Companys shareholders at the Annual Meeting of
Shareholders held on May 22, 2008.
The amendment, effective immediately, amends and restates Article III
of the Articles of Incorporation read in its entirety as follows:
ARTICLE III.
Capital Stock.
The number of shares of stock of all classes
which the Corporation shall have authority to issue is fifty one million
(51,000,000), fifty million (50,000,000) of which shall be Common Stock, par
value $.01 per share and one million (1,000,000) of which shall be preferred
stock, par value $.01 per share, and the aggregate par value of all shares of
all classes of stock is $510,000. The
Board of Directors, by action of a majority
of the full Board of Directors, shall have the authority to issue the shares of
preferred stock from time to time on such terms as it may determine, and to
divide the preferred stock into one or more classes or series, and, in
connection with the creation of such classes or series to fix by resolution or
resolutions the designations, voting powers, preferences, participation,
redemption, sinking fund, conversion, dividend, and other optional or special
rights of such classes or series, and the qualifications, limitations or
restrictions thereof.
Item
9.01 Financial Statements and Exhibits
(a)
Financial Statements of Business Acquired.
Not applicable.
(b)
Pro Forma Financial Information. Not
applicable.
(c)
Shell Company Transactions. Not
applicable.
(d)
Exhibits.
3.1 Articles of Incorporation of Eagle Bancorp, Inc. as
amended
Signatures
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
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EAGLE
BANCORP, INC.
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By:
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/s/
Ronald D. Paul
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Ronald
D. Paul, President, Chief Executive Officer
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Dated:
July 16, 2008
2
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